UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 28, 2019
DASAN ZHONE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
Delaware | 000-32743 | 22-3509099 |
(State or Other Jurisdiction of Incorporation) | (Commission File No.) | (I.R.S. Employer Identification No.) |
7195 Oakport Street
Oakland, California 94621
(Address of Principal Executive Offices, Including Zip Code)
(510) 777-7000
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, $0.001 par value | DZSI | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2019, the Company held its 2019 annual meeting of stockholders. Of the 16,603,599 shares of common stock outstanding and entitled to vote, 15,841,021 shares, or 95.41%, were represented in person or by proxy at the meeting. The matters voted upon at the meeting and the results of those votes are as follows:
Proposal 1 – Election of Class III Directors
Stockholders elected, by the vote indicated below, both of the Company’s nominees as Class III Directors to serve three-year terms expiring at the 2022 annual meeting:
| Votes For |
| Votes Withheld |
| Broker Non-Votes |
Min Woo Nam | 11,724,328 |
| 738,858 |
| 3,377,835 |
Il Yung Kim | 11,700,609 |
| 762,577 |
| 3,377,835 |
Proposal 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the vote indicated below:
| |||||||
| Votes For |
| Votes Against |
| Abstain |
| Broker Non-Votes |
15,742,151 |
| 78,632 |
| 20,238 |
| – | |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
Date: May 29, 2019 |
| DASAN Zhone Solutions, Inc. | ||
|
|
| ||
|
| By: |
| /s/ MICHAEL GOLOMB |
|
|
|
| Michael Golomb |
|
|
|
| Chief Financial Officer, Corporate Treasurer |